A PRACTICAL PERSPECTIVE: GOVERNANCE: HOW PROACTIVE IS YOUR BOARD? BY PROFESSOR JEAN-PHILIPPE DESCHAMPS PUBLISHED BY IMD GLOBAL BOARD CENTER (OCTOBER 2015) More than ever, it is critical that boards focus on innovation in both supporting the companies they serve and assessing risk. Board needs to regularly reflect on whether innovation receives sufficient attention during board meetings, and also to carefully consider what role they should play with regard to management on the topic of innovation. In this article, Jean-Philippe Deschamps proposes ten questions to help board members to assess whether they are doing enough to help companies use innovation for business reinforcement, growth and transformation All global business and technology trends point in the same direction: there is a need for more proactive and far-sighted management of innovation. Innovation for business reinforcement and growth and for transformation in particular are, of course, the prime responsibility of top management. Innovation governance a holistic approach to steering, promoting and sustaining innovation is thus becoming a new management imperative. Boards of directors, too, need to be more than just observers of this renewed management interest in innovation, because so much is at stake. In a growing number of industries and companies, innovation will determine future success or failure. Of course, boards do not need to interfere with company leaders in the day-to-day management of innovation, but they should include a strong innovation element in their traditional corporate governance missions, that is: - Strategy review; - Auditing; - Performance review; - Risk prevention and, last but not least; - CEO nomination. It is therefore a healthy practice for boards to regularly reflect on the following questions: - To what extent is innovation, broadly defined, an agenda item in our board meetings? - What role, if any, should our board play vis-à-vis management regarding innovation?
UNLESS ISSUES ARE INSERTED INTO THE BOARD AGENDA, THEY WON T BE COVERED To facilitate their self-assessment, boards should answer a number of practical questions that represent good practice in the governance of innovation. I have put the following ten questions to board members attending a number of innovation governance conferences including IMD s High Performance Boards program. Surprisingly, only a small minority of directors stated that their board had adopted these practices. A lot therefore remains to be done to ensure that boards embrace agenda item. their innovation governance role more proactively. Here are the ten good-practice questions that I propose: 1. Have we set an innovation agenda in many, if not most, of our meetings? Board meetings are always crowded with all kinds of statutory corporate governance questions, without talking about the need to handle unexpected events and crises. So, unless innovation issues are inserted into the board agenda, they won t be covered. It is a good practice to include innovation as a regular and open agenda item in at least a couple of board meetings per year. It should also be a key item in the annual strategy retreat that many boards set up with the top management team. Many of the following questions will provide a focus for this open innovation 2. Do we regularly review make-or-break innovation projects? In some industries, like pharmaceuticals, automotive, energy and aerospace, company boards regularly review the big, often risky innovation projects that are expected to provide future growth. They also do so because of funding issues some of these projects may require extraordinary and long-term investments that need board approval. But in other industries, boards may be only superficially aware of the new products or services under preparation. Yet, I would argue that several projects that may still be small in terms of investments could become game-changers, and it would be wise for the board to review them regularly in the presence of R&D leaders and innovators. 3. Do we regularly review and discuss the company s innovation strategy? Boards are generally aware of and discuss the company s business strategy, particularly when it involves important investments, mergers and acquisitions and critical geopolitical moves. But what about the company s innovation strategy (if it exists and is explicit, which is not always the case)? There are indeed important decisions that might concern the board in a company s innovation choices because of their risk level and impact. Think of the adoption of innovative new business models, the creation of totally new product categories, or the conclusion of important strategic alliances and partnerships for the development, introduction and distribution of new products. Management s adoption of a clear typology of innovation thrusts in its board communication would definitely facilitate such reviews and discussions. 1 1 See a simple typology of innovation thrusts in my book Innovation Leaders: How Senior Executives Promote, Steer and Sustain Innovation, Wiley/Jossey-Bass, 2008, Chapter 6. 2 - A PRACTICAL PERSPECTIVE: GOVERNANCE
4. Do we regularly review and discuss the company s innovation risk? Boards usually devote a significant amount of time to risk assessment and reduction. But their focus tends to be on financial, environmental, regulatory and geopolitical risk. Innovation risk may be underestimated, except in the case of large projects involving huge investments and new technologies. But internal innovation risk is not limited to new project and technology uncertainties. It can be linked to the loss of critical staff, for example. Innovation risk can also be purely external. Will competitors introduce a new disruptive technology that will make our products and processes obsolete? Will new entrants invade our market space through different, more effective business models? Will our customers expect new solutions that we have not thought about? Assessing innovation risk is critical to avoid what Ravi Arora 2 calls pre-science errors underestimating the speed and extent of market or technology changes and, even worse, obstinacy errors sticking to one s solution too long after markets or technologies have changed. It is the duty of the board to prevent such errors. 5. Do we set specific innovation goals for management? Boards often exert strong pressure on management by setting performance goals. But most of these goals tend to focus on financial performance: top and bottom line growth, earnings per share, capital utilization ratios, etc. Some companies add other goals to focus management s attention on worthwhile new objectives, such as globalization or sustainability. But what about innovation if it increasingly becomes a growth driver? A number of highly innovative companies have indeed included innovation goals in the CEO s balanced scorecard. One of the most commonly found is the percentage of sales achieved through new products, typically products introduced in the past few years. But there are many other innovation goals to incite conservative management teams to take more risk for example, the percentage of R&D spent on high risk/high impact projects. Innovation goals are interesting because they actually determine much of the company s long-term financial performance. It is therefore good practice to discuss these goals with the management team and retain the most meaningful ones. 6. Do we review innovation management issues with the CEO? Most sustained innovation programs raise many issues. Some of them are managerial how to keep innovators motivated and reward them? Others are organizational how to decentralize our R&D to tap the brains of our international staff? Many deal with intellectual property how do we practice open innovation while maintaining our IP position? Others deal with strategic alliances and INTERNAL RISK IS NOT LIMITED TO NEW PROJECT AND TECHNOLOGY partnerships how do we share the efforts and risks of new ventures with our partners? And there are many more issues. The question boards should ask is: Are we aware of the most acute issues that management faces as it steers the company s innovation program? The board s mission is of course not to interfere and become too deeply involved in these innovation issues. However, its mission is to keep informed and help the CEO and top management team reflect on their 2 Making Innovations Happen: Fostering Innovations by Inducing Foresight by Ravi Arora http://www.amazon.com/making-innovations-happen-fostering-innovations/dp/1505294525 A PRACTICAL PERSPECTIVE: GOVERNANCE - 3
options. This is why it is essential to keep a short open agenda item innovation NOTHING CONVEYS A COMPANY S STRONG ORIENTATION BETTER THAN A VISIT BY THE ENTIRE BOARD TO THE LABS AND OFFICES WHERE TAKES PLACE, BOTH LOCALLY AND ABROAD issues in board meetings with a specific innovation agenda. 7. Do we expect management to conduct innovation audits? Many companies embarking on a major innovation boosting program rightfully start with an internal audit and, sometimes, a benchmarking exercise against bestin-class competitors. Where are we deficient in terms of strategy, process, resources and tools? Do we have the right type of people in R&D and marketing, and do we tap their creativity effectively? Do we cover all types of innovation, i.e. not just new technologies, products and processes? Are our projects well resourced and adequately managed? Are they under control? How good is our innovation climate? These audits are extremely effective for highlighting priority improvement areas, and it is therefore good practice for the board to suggest that management undertake such audits and keep them updated. These audits will provide the board with a rich perspective on the company s innovation performance issues. 8. Do we expect management to report on innovation performance? This question is directly related to the questions on innovation goals (5) and innovation audits (7). Once innovation goals have been set and an audit conducted, it will be natural for the board to follow up and assess innovation performance. To avoid having to delve into too many details, innovation performance reviews should be carried out once or twice a year on the basis of a reasonably limited number of innovation performance indicators. Good practice calls for these indicators to cover several categories. A couple of them should be lagging indicators, i.e. measuring the current result of past efforts the percentage of sales achieved through new products being one of them. A couple of others should be leading indicators, measuring the level of efforts done today to ensure future innovation performance for example, the percentage of the R&D budget devoted to high risk/high impact projects mentioned above. One or two others should be in the category of in-process indicators the most usual measure being the percentage of projects managed on schedule and on budget. Finally, it is always interesting to include a learning indicator to measure the reactivity of management and its ability to progress on key issues. 9. Do we know and occasionally meet our main corporate innovators? Nothing conveys a company s strong innovation orientation better than a visit by the entire board to the labs and offices where innovation takes place, both locally and abroad. Such visits, which are often carried out by innovative companies, have a dual advantage. They enable board directors to be aware of the real-world issues that the company s innovators face, and they provide them with a good understanding of the risks and rewards of innovation. They also motivate the frontline innovators, who often lack exposure to top management. 4 - A PRACTICAL PERSPECTIVE: GOVERNANCE
10. Do we take innovation into account when appointing new leaders? This last question is probably the most important. The nomination of a new CEO is undoubtedly one of the board s most visible and powerful contributions to the company. It can herald a new and positive era for the company if the capabilities of the CEO match the company s strategic imperatives. But it can sometimes lead to damaging regressive moves if the values of the new CEO are innovation-unfriendly. Management author Robert Tomasko notes that CEOs often fall into one of two broad categories: fixers and growers. The former are particularly appreciated by boards when the company needs to be restructured and better controlled. But fixers often place other values and priorities ahead of innovation. Growers are more interested in innovation because of its transformational and growth characteristics. This does not mean that boards should always prefer growers over fixers. 3 There are times when companies require drastic performance improvement programs and an iron-handed CEO is needed. The board should, however, reflect on the impact the new CEO will have on the company s innovation culture and performance. This is why it is so important to look at the composition of the entire management team. How many growers does it include and in what position? Will these senior leaders be able to counteract excessive innovation-unfriendly moves by the new fixer CEO? To conclude, let s see what Bill George the former charismatic CEO and board chairman of Medtronic and now a professor at Harvard Business School wrote in his foreword to my book Innovation Governance: To be successful, companies must be led by leaders the CEO, top executives and board of directors who are deeply and irrevocably committed to innovation as their path to success. Just making innovation one of many priorities or passive support for innovation are the best ways to ensure that their company will never become a great innovator. 4 THE BOARD SHOULD, HOWEVER, REFLECT ON THE IMPACT THE NEW CEO WILL HAVE ON THE COMPANY S CULTURE AND PERFORMANCE. I believe that the ten good practices listed above are undoubtedly a good way for boards to show their real, concrete commitment to innovation and its governance. 3 Are You a Fixer or a Grower? American Management Association (AMA) article, October 13, 2010. http://www.amanet.org/training/articles/are-you-a-fixer-or-a-grower.aspx. This article is adapted from Chapter 4 of the book Bigger Isn t Always Better: The New Mindset for Real Business Growth by Robert M. Tomasko, AMACOM, 2006. 4 Innovation Governance: How Top Management Organizes and Mobilizes for Innovation, by Jean-Philippe Deschamps and Beebe Nelson, Wiley/Jossey-Bass, 2014. A PRACTICAL PERSPECTIVE: GOVERNANCE - 5
ABOUT THE AUTHOR Jean-Philippe Deschamps is an emeritus professor of technology and innovation management at IMD in Lausanne (Switzerland). He focuses his research, teaching and consulting activities on the management and governance of innovation and on the profile and focus of innovation leaders, those senior executives who stimulate, steer and sustain innovation. At IMD, he designed and directed IMD s highly rated program, Managing the Innovation Process and was a key faculty member on Mastering the Technology Enterprise, offered by IMD together with Polytechnic Universities of Zurich (ETA) and Lausanne (EPFL). He was also part of the faculty of the program, Driving Strategic Innovation, offered jointly by IMD and MIT, and of IMD s High Performance Board program. In addition to these open-enrolment programs, he has designed and directed a number of specific programs on product management, product strategy and innovation management for a variety of multinational companies. PROFESSOR JEAN-PHILIPPE DESCHAMPS FRENCH PROFESSOR IN TECHNOLOGY AND MANAGEMENT MBA INSEAD AND HARVARD BUSINESS SCHOOL Prior to joining IMD in 1996, he was a corporate vice president with consulting firm Arthur D. Little (ADL). At ADL, he occupied successively the position of European practice leader for strategy consulting, then founded and became the Chairman of the firm s Technology and Innovation Management practice. He has close to 40 years of hands-on top management consulting and teaching experience with multinational corporations throughout Europe, the USA and Asia and has coached a number of start-ups. He has worked in most industrial branches. Throughout his consulting career, he has dealt with top management teams and boards, mainly on strategic issues. He has served as advisor of several Chairmen and CEOs on merger and acquisition issues, top management evaluations and successions, and even a major post-bankruptcy company revival. For several years he served as external director on the board of a global Nordic $ 4 billion company and on the board of a highly promising, Nasdaq-quoted medical technology company. Prof. Deschamps graduated in business management from Ecole des Hautes Etudes Commerciales (HEC) in Paris; from the European Institute of Business Administration, INSEAD in Fontainebleau, and from the Harvard Business School. He is the author of numerous cases, articles and book chapters, and co-author with Ranganath Nayak of Product Juggernauts How Companies Mobilize to Generate Streams of Market Winners, translated in six languages and long featured in the best-selling list of the Harvard Business School Press. His last book, Innovation Leaders: How Senior Executives Promote, Steer and Sustain Innovation has been published by Wiley/Jossey-Bass in April 2008 and appeared in Wiley s list of best-selling leadership books. His new book: Innovation Governance: How Top 6 - A PRACTICAL PERSPECTIVE: GOVERNANCE
Management Organizes and Mobilizes for Innovation, co-authored with Beebe Nelson, has been published by Wiley/Jossey-Bass, in April 2014. He has given conferences and lectures throughout the world, including twice in front of heads of states and entire governments, as well as at the prestigious 2010 Millenium Prize in Helsinki, the equivalent of the Nobel prize for technology. He was a regular speaker at Management Centre Europe in Brussels and was invited three times as a speaker and faculty facilitator at workshops organized by the International Association of Product Development (IAPD) in the US, and twice as a speaker at the World Economic Forum in Davos. A PRACTICAL PERSPECTIVE: GOVERNANCE - 7
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